The Company has complied with the provisions set out in Section 1 of the Code throughout the financial year ended 31 August 2009.
A.2.2 Chairman
Brendan Fitzmaurice, who retired as Chairman on 6 February 2008, did not meet the independence criteria set out in the Code as he was formerly Managing Director of WH Smith News. The Board believed that appointing Brendan Fitzmaurice as Chairman at the time of the demerger of WH Smith Retail was in the best interests of the Company and shareholders as his appointment provided for continuity during this period of transition. Since the appointment of Dennis Millard as Chairman, the Company has been compliant.
A.7.1 Reappointment of directors
Prior to the adoption of new Articles on 6 February 2008, the Articles provided that at the first three annual general meetings following the demerger of the WH Smith Retail business on 31 August 2006, one third of the directors shall retire from office but shall be eligible for reappointment. This provision was included in the Articles, as a result of the demerger, to provide an even spread of director reappointments.